TELEFONICA BRASIL S.A. (VIV) SEC Filings, Feb 20-23, 2026

Telefônica Brasil S.A. filed its annual Form 20-F, describing its Brazilian telecom operations, capital structure and key risks. The company had 3,195,606,352 common shares outstanding (excluding treasury shares) as of December 31, 2025, with NYSE-listed common shares and ADSs, each ADS representing two common shares.

The report explains that financial statements are prepared under IFRS Accounting Standards and highlights extensive macroeconomic, political, tax, inflation and exchange-rate risks in Brazil, as well as regulatory exposure to ANATEL. It also emphasizes cybersecurity, data protection under Brazil’s LGPD, climate and environmental risks, 4G/5G spectrum and investment obligations, and the potential impact of litigation and competition on results and the trading price of its common shares and ADSs.

Telefônica Brasil S.A. is confirming the previously approved interest on capital amount per share, stating that no shares were acquired, divested or cancelled under its share buyback program, so the payment terms remain unchanged.

Shareholders of record on February 23, 2026 will receive a gross amount of R$0.10170213856 per share, with 17.5% withholding income tax of R$0.01779787425, resulting in a net amount of R$0.08390426431 per share. After the record date, the shares will trade “ex-interest”. The company plans to complete payment by April 30, 2027 on a date to be set by the Board.

Telefônica Brasil reported solid growth in 4Q25, with net revenue of R$15.6 billion, up 7.1% year over year, driven mainly by postpaid mobile, fiber (FTTH) and corporate digital services.

EBITDA reached R$6.7 billion, rising 8.1% with a 42.9% margin, while free cash flow jumped 111.9% to R$2.3 billion on higher profitability, lower capex and better working capital. Net income for the quarter was R$1.88 billion, up 6.5%.

For 2025, net income totaled R$6.17 billion, and the company distributed R$6.38 billion to shareholders, a payout of 103.4%. It has already approved R$6.99 billion of 2026 remuneration and a new share buyback program of up to R$1.0 billion.

Telefônica Brasil is scheduling cash distributions to shareholders from previously declared interest on capital and a proposed capital reduction. The company will pay interest on capital declared across the 2nd, 3rd and 4th quarters of 2025 totaling R$2,990,000,000, with per share amounts adding up to a gross R$0.92998912968 and net R$0.79049076023, all payable on April 14, 2026. These interest payments will be credited to shareholders of record on the specific 2025 reference dates listed for each declaration and will be imputed to the mandatory minimum dividend for the 2025 fiscal year, subject to approval at the ordinary shareholders’ meeting.

The company also plans a capital stock reduction of R$4,000,000,000, equivalent to R$1.25171862845 per share, to be voted on at an extraordinary shareholders’ meeting on March 12, 2026. If approved, the reduction becomes effective after a 60-day legal period and is expected to be paid on July 14, 2026 in a single installment to shareholders based on the shareholding position at the end of May 22, 2026, adjusted for the ongoing share buyback program.

Telefônica Brasil S.A. reported that its Board of Directors approved a new share repurchase program. The company may use up to R$1.0 billion from profit reserves and current-year profit to buy back its own common shares.

The program allows the acquisition of up to 42,861,656 common shares for holding in treasury, later cancellation, or resale, without reducing capital stock. It will run from February 23, 2026, to February 22, 2027, with purchases made on B3 at market prices through several appointed brokerage firms.

Telefônica Brasil S.A. ended its existing 2025–2026 share repurchase plan and approved a new buyback program for 2026–2027. The new program authorizes the company to repurchase up to 42,861,656 common shares, with a maximum of R$1.0 billion to be deployed.

The repurchased shares may be held in treasury, cancelled, or sold, without reducing capital stock, aiming to increase shareholder value and optimize capital allocation. The program will run from February 23, 2026 to February 22, 2027, with purchases executed on B3 at market prices. As of December 31, 2025, the company had 738,019,262 common shares outstanding and 30,940,270 shares held in treasury.

Telefônica Brasil S.A. reported that its Board of Directors has unanimously approved the company’s financial statements and Annual Management Report for the fiscal year ended December 31, 2025, together with the independent auditors’ report and the management proposal for allocation of net income.

The Board noted the favorable opinions of both the Fiscal Council and the Audit and Control Committee, and issued its own favorable opinion recommending these documents be submitted to the Ordinary Shareholders’ Meeting. The Board also approved the call notice for the Ordinary Shareholders’ Meeting to be held on April 16, 2026.

Telefônica Brasil S.A. filed a report describing its Fiscal Council’s review of the company’s financial reporting for the year ended December 31, 2025. The Fiscal Council evaluated the financial statements, the independent auditors’ report and the Annual Management Report.

Representatives from management and PricewaterhouseCoopers explained key fourth-quarter events, impairment tests, liquidity and indebtedness indicators, and the audit procedures performed. After discussion, the Fiscal Council unanimously issued a favorable opinion on the 2025 financial statements and on management’s proposal for allocating the year’s results, recommending both for approval at the Ordinary Shareholders’ Meeting.